(the "Company")
TERMS OF REFERENCE OF NOMINATION COMMITTEE (the "Committee) 1. ESTABLISHMENT
1.1 The Committee was established by the board of directors
of the Company (the
"Board") on 27 February 2012.
2.1 The Committee is to formulate nomination policy for the Board's consideration and implement the Board's approved nomination policy;
3. MEMBERSHIP Appointment and Composition
3.1 The Committee is a committee of the Board and shall
report to the Board.
3.2 The members of the Committee shall be appointed by the
Board.
3.3 The Committee shall consist of a minimum of three
directors, the majority of whom shall be independent
non-executive directors.
3.4 The Chairman of the Committee shall be appointed by the
Board.
3.5 The Board shall from time to time vary the composition of
the Committee as may be required by the Rules Governing the
Listing of the Securities on the Stock Exchange of Hong Kong
Limited as modified from time to time or the rules of any
other stock exchange in respect of which the shares of the
Company are listed or quoted, or other codes, rules and
regulations as may be prescribed by the applicable regulatory
authority from time to time.
4.1 The Committee is authorised by the Board:-
(a) to investigate any activity within its terms of reference
and to seek any information it requires from any employee for
performing its duties;
(b) to seek external or other independent professional advice
as necessary to assist the Committee in carrying out its
duties if it considers necessary; and
(c) to act as an advisor to the Board.
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February 2012
4.2 The Committee shall be provided with sufficient resources to discharge its duties.
5. RESPONSIBILITIES, POWERS AND DISCRETION
5.1 The duties of the Committee shall be:-
(a) review the structure, size and composition (including the
skills, knowledge, experience) of the Board at least annually
and make recommendations on any proposed changes to the Board
to implement the Company's corporate strategy;
(b) identify individuals suitably qualified to become board
members and select or make recommendations to the Board on
the selection of individuals nominated for directorship;
(c) assess the independence of independent non-executive
directors; and
(d) make recommendations to the board on the appointment or
re-appointment of directors and succession planning for
directors, in particular the Chairman of the Board and the
chief executive.
Frequency
6.1 The Committee shall meet at least once per year and at
such other times as the
Committee determines appropriate to carry out its
responsibilities.
Notice
6.2 Notice of any meetings has to be given at least 14 days
prior to any such meeting being held, unless all members
unanimously waive such notice. Irrespective of the length of
notice being given, attendance of a meeting by a member shall
be deemed waiver of the requisite length of notice by the
member. Notice of any adjourned meeting is not required if
adjournment is for less than
14 days.
Attendance
6.3 The Committee may invite director, member of senior management or other person to attend all or part of any meetings of the Committee as may from time to time consider desirable or necessary to assist the Committee.
Quorum
6.4 The quorum for decisions of the Committee shall be any two members, of whom at least one has to be independent non-executive director.
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February 2012
Resolution
6.5 Resolution of the Committee shall be passed by a majority
of votes.
6.6 In the case of an equality of votes at the meeting, the
Chairman shall be entitled to an additional or a casting
vote.
6.7 Members of the Committee could participate in a meeting
of the Committee by means of a conference telephone or any
communication equipment which allows all persons
participating in the meeting to hear each other. A person so
participating shall be deemed to be present in person at the
meeting and shall be entitled to vote or be counted in a
quorum accordingly.
Minutes
6.8 The secretary of the Committee shall prepare and send
minutes of each
Committee's meeting to the Committee members.
7.1 The Company Secretary of the Company or his or her
nominee shall act as the secretary of the Committee.
- END -
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February 2012
distributed by | This press release was issued by CTI - City Telecom (H.K.) Limited and was initially posted at http://202.66.146.82/listco/hk/citytelecom/announcement/a120323b.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-23 10:46:50 AM. The issuer is solely responsible for the accuracy of the information contained therein. |